Seagate 2012 Annual Report Download - page 152

SECTION 7. CONTINUATION OF EMPLOYMENT BENEFITS.
(a)
Health Plan Benefits Continuation .
(i)
Each Eligible Executive who is enrolled in a health, vision or dental plan sponsored by the Parent or a subsidiary
may be eligible to continue coverage (the “ Continued Coverage ”) under such health, vision or dental plan (or to convert to an individual
policy) under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”).
The Company will notify the individual of any such
right to continue health coverage at the time of termination. In the event that an Eligible Executive is not eligible to receive Continued Coverage
(either because such Eligible Executive is not enrolled in any plan sponsored by the Parent or its subsidiaries or because such Eligible Executive
will be covered by a statutory scheme for continued health, vision or dental coverage that will not be an obligation of the Parent or its
subsidiaries), it is understood and agreed that this Section 7(a) shall not be applicable to such Eligible Executive and, with respect to a
Termination Event occurring during a Change in Control Period, he or she shall not be eligible to receive the COBRA Premiums. For greater
certainty, no benefits shall be payable under this Section 7 to any Non-U.S. Eligible Executive.
(ii) Subject to Sections 2(a), 6(f) and 8 hereof, solely in connection with the Continued Coverage triggered by a
Termination Event during a Change in Control Period, the Company or the Applicable Subsidiary will pay to the Eligible Executive a lump sum
cash payment in an amount equal to 2.0 times the before-tax annual cost of such Eligible Executive’s premiums to cover the Eligible Executive
and his or her eligible dependents, if any, in effect as of the Termination Event (the “ Continued Coverage Payment ”). The Continued
Coverage Payment will include the coverage premium cost of an Eligible Executive’s dependents if, and only to the extent that, such dependents
were enrolled in a health, vision or dental plan sponsored by the Parent or a subsidiary prior to the Eligible Executive’s Termination Date. No
provision of this Plan will affect the continuation coverage rules under COBRA or any other applicable law. Therefore, the period during which
an Eligible Executive must elect to continue the Parent’s or a subsidiary’s group medical, vision or dental coverage at his or her own expense
under COBRA or other applicable law, the length of time during which Continued Coverage will be made available to the Eligible Executive,
and all other rights and obligations of the Eligible Executive under COBRA or any other applicable law (except the obligation to pay the
Continued Coverage Payment) will be applied in the same manner that such rules would apply in the absence of this Plan. It is expressly
understood and agreed that the Eligible Executive will be solely responsible for the entire payment of premiums required under COBRA or other
applicable law.
(b) Other Employee Benefits . All non-health benefits (such as life insurance and disability coverage) terminate as of the
Eligible Executive’s Termination Date (except to the extent that any conversion privilege is available thereunder).
SECTION 8. EXCISE TAXES
(a)
In the event that any benefits payable to an Eligible Executive pursuant to this Plan or pursuant to any other plan, agreement
or arrangement (“ Payments ”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this
Section 8 would be
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